Company Registration No. 13381509 (England and Wales)
TRANQUILITATI RE LONDON 1 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
TRANQUILITATI RE LONDON 1 LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
TRANQUILITATI RE LONDON 1 LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
4
22,039
28,490
Investment properties
5
23,050,000
26,150,000
Investments
6
1
1
23,072,040
26,178,491
Current assets
Debtors
7
783,158
433,654
Cash at bank and in hand
144,273
2,758
927,431
436,412
Creditors: amounts falling due within one year
8
(72,537)
(57,414)
Net current assets
854,894
378,998
Total assets less current liabilities
23,926,934
26,557,489
Creditors: amounts falling due after more than one year
9
(28,633,217)
(28,262,291)
Provisions for liabilities
-
0
(7,123)
Net liabilities
(4,706,283)
(1,711,925)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(4,706,284)
(1,711,926)
Total equity
(4,706,283)
(1,711,925)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 20 March 2024 and are signed on its behalf by:
S Riepenhof
Director
Company Registration No. 13381509
TRANQUILITATI RE LONDON 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information

Tranquilitati Re London 1 Limited is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The loan holders, including a group company, will not demand repayment if it will jeopardise the going concern position. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover represents rental income arising from Investment properties. Rental income is recognised on an accruals basis and net of VAT.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

TRANQUILITATI RE LONDON 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

TRANQUILITATI RE LONDON 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11

Comparative figures

The accounts relate to the year ended 31 December 2022. The comparative figures relates to 7 May 2021 (date of incorporation) to 31 December 2021.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Investment properties

The company carries its investment property, used in the business, at fair value. It has a carrying amount at the balance sheet date of £23,050,000 (2021 restated: £26,150,000). Changes in fair value are recognised through the statement of income. The valuation was based on an estimate of the maintainable level of rental yields a competent operator of a business conducted on the premises acting in an efficient manner would expect to achieve from the units within the property. As at 31 December 2022 the directors believe that the fair value of the investment property, after the additions, materially reflects the market value.

Group loan interest

On 12 December 2023, the company entered into a loan agreement with the immediate parent entity amounting to £28,521,117. The loan interest payable on the loans is the Euro Interbank Offered Rate plus 0.5%.

TRANQUILITATI RE LONDON 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Total
-
0
-
0
4
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 January 2022 and 31 December 2022
32,253
Depreciation and impairment
At 1 January 2022
3,763
Depreciation charged in the year
6,451
At 31 December 2022
10,214
Carrying amount
At 31 December 2022
22,039
At 31 December 2021
28,490
5
Investment property
2022
£
Fair value
At 1 January 2022
26,150,000
Revaluations
(3,100,000)
At 31 December 2022
23,050,000

The fair value of the investment property has been arrived on the basis of valuation carried out by the directors on 31 December 2022. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

 

If the revalued investment property was stated on a historical cost basis rather than a fair value basis, the amount would have been £28,042,257 (2021: £28,042,257).

6
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
1
1
TRANQUILITATI RE LONDON 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
6
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2022 & 31 December 2022
1
Carrying amount
At 31 December 2022
1
At 31 December 2021
1
7
Debtors
2022
2021
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
743,824
279,061
Other debtors
30,068
105,261
Prepayments and accrued income
9,266
49,332
783,158
433,654
8
Creditors: amounts falling due within one year
2022
2021
£
£
Corporation tax
18,014
-
0
Other taxation and social security
5,649
-
0
Other creditors
5,471
36,872
Accruals and deferred income
43,403
20,542
72,537
57,414
9
Creditors: amounts falling due after more than one year
2022
2021
£
£
Other creditors
28,633,217
28,262,291

The long-term intercompany loans are secured by fixed charges over the investment properties.

Creditors which fall due after five years are as follows:
2022
2021
£
£
Payable other than by instalments
28,633,217
28,262,291
TRANQUILITATI RE LONDON 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Gary Miller.
The auditor was HW Fisher LLP.
11
Events after the reporting date

On 12 December 2023, the company entered into a loan agreement with the immediate parent entity amounting to £28,521,117. The loan interest payable on the loans is the Euro Interbank Offered Rate plus 0.5%.

 

An interest expense of £223,900 as per the agreement was recognised in the profit and loss account in the year.

12
Prior period adjustment

During the prior period, the carrying value of the company's investment property value was left at its cost of £28,042,257. A prior period adjustment of £1,892,257 has therefore been made to correct the carrying value to its fair value of £26,150,000. This has resulted in a decrease in profit and loss reserves of £1,892,257.

 

During the financial year 2022, the property is remeasured to fair value and reclassified accordingly.

Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2021
£
£
£
Net assets
180,332
(1,892,257)
(1,711,925)
Capital and reserves
Total equity
180,332
(1,892,257)
(1,711,925)
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